The Power Girl
by Alejandro Gonzalez
Summary: Karen Starr, a lone survivor of the late planet Krypton, must deal with superheroics in a world full of gods, monsters, and threats far beyond anything ever dreamed of. [Power Girl x Avengers Crossover]
1. Power Girl - Chapter 1

The Power Girl  
By Alejandro Gonzalez

PHASE ONE – Power Girl

CHAPTER ONE

"Hurry!" A man screamed, sprinting as sweat poured down his face. "The teleporter's only going to be in proper alignment for a few moments!" His short brown hair clumped with wetness as his ragged breaths stabbed at the cold climate-controlled air of the transport building. He carried in his arms a small baby girl, tiny tufts of blonde hair shaking back and forth as she cried. Guards' footsteps thundered behind as his wife and he sprinted onward. Six and a half months he'd put into these calculations; they weren't about to get him now.

"Jor-El! They're gaining on us!" Lara, his wife, shouted, looking behind her as she ran.

He pressed a button on his belt computer, and the steel doors ahead began to shut. Both of them dashed through, and he clicked another button. Thunderous explosions sounded right outside the transport chamber.

Sixteen technicians took notice immediately. A clamor arose as shouts of protest echoed. Jor-El held up his blaster pistol and fired a single shot. "Listen! You all are going to flee the chamber through the ventilation!" He announced. "Anyone who disobeys will be killed!" The scientists scurried about, pulling off the grate to the ventilation ducts and crawling out. He immediately grabbed a transport vehicle and set his daughter in it. Next to her he placed a single piece of metal, a hexagonal prism, with his family crest, a shape resembling an 'S' on top and bottom faces.

Lara began typing memorized commands into the computer's holographic keyboard. "Are you sure the coordinates are right, and she won't be subject to the disease?" She looked to her daughter, beginning to quiet down in the vehicle's inner seat.

"She'll be fine, Lara," Jor-El replied. "The pestilence won't get to her. In fact, once she gets to Earth's orbit, not much of anything will get to her." He set up the vehicle and closed the lid, kissing his daughter on the cheek once more. He then set up a series of calculations on each terminal. "I'm going to trust what that Earth man said."

"That may be true," Lara protested, "but can you be sure the coordinates are correct? You might be off by several years on the distance. You don't want her to materialize in deep space."

Jor-El shook his head. "No, our Kara will materialize on Earth," he said. "To a six sigma degree of certainty, I've pinpointed the surface. Her cells will begin metabolizing solar energy into power within microseconds of arrival." He looked at his wife.

"What if she materializes in open ocean?"

"She could materialize in an active volcano," Jor-El protested. "There is no climate on Earth the vehicle can't safeguard her from. I've checked. Lara, the only place she isn't safe, is Krypton."

Lara felt moisture on her face. She wiped her mouth, and drew her hand up. She gasped; what greeted her was the familiar red blood with purple streaks going through it. "Jor-El," she uttered, tears welling up.

He shook his head in sorrow. "The damned fools on the ruling council didn't understand in time," he thought out loud. "The biological weapon didn't just stop the civil war; it's going to kill us all. I pray I'm off on a calculation somehow."

The ceiling opened up slightly, as five particle cannons pointed at the vehicle. Their hair stood on end as electricity charged the air. Strange colors and odors appeared as waves of warped space entered the air. Five red beams impacted a sphere around the vehicle. Errant bolts struck safety railings and charred them black. Power circuits held, but barely. Jor-El smiled; he hadn't been wrong on the circuitry requirements.

The smell of melting steel filled the air as the doors were burned open by torches. Neither one cared as a brilliant flash lit up the entire chamber, all the way to its twenty-meter ceiling. A small pile of charred pieces of safety paper were left as the vehicle had vanished into thin air. Soldiers ran, but stopped, as the El's had succeeded in their mission.

A goateed man of powerful build stepped forth. Blood oozing from his nose, purple tinged streaks in red blood. He said not a word as his enemy and former friend Jor-El, surrendered effortlessly to him, smiling. Zod new the smile meant success. He swore mentally he would locate the interloper who'd left the planet.

Millions of light years away, on a small blue planet, a sphere of red light emerged out of nothing six feet above grass. A bolt of lightning shot out in multiple directions as a craft roughly eight feet long and five feet wide materialized and hovered above the grassy field. A moment passed, and it landed. "Arrival on Earth complete, Kara Jor-El," a computerized voice said.

A vehicle drove up, startled by the lightning display. A young woman and man stepped out of the pickup truck and walked carefully up to a safe distance ten feet away from the craft. The young man shook his head in disbelief. "Oh my god, it's a spaceship!" he said. He slapped himself. "Is this real? Anne, don't get any closer!"

The woman's curiosity got the better of her. She found herself stepping closer. A few feet more, and she dashed up. "Holy shit, James! Look!" She stared at the baby in disbelief.

He couldn't believe his eyes. "It's a kid!"

He ran to his truck and got a crowbar. With a nudge, he got the bar under the glass and began to tug. It gave way surprisingly easily. Upon opening, the small piece of metal next to her embedded itself in a port next to the control console. A hologram appeared in front of the two. "Hello, people of Earth," a man in an exotic uniform introduced. "I am Jor-El. I am a basic recording. You will learn more in time. Right now, you have found my daughter, Kara, and I ask that you take care of her. By the time she is old enough to understand this message, she may be the only survivor of a deadly plague and bioweapon built to end war, but may have ended all life on Krypton."

The young woman and man on Earth stared in disbelief. After a few minutes, the woman spoke up. "My name is Anne Starr," she replied. "This isn't a joke, is it?"

"That thing's a recording," James interrupted, "it ain't going to respond to you."

"I am a recorded consciousness," Jor-El corrected, "and I can respond. To answer your question, no, this is no joke."

James looked forward suddenly as if he'd been shot. "Uh, um, so, uh, you want us to take care of your daughter?"

"I know it's a lot to ask," Jor-El said. "After all, I haven't even met you. But my daughter is going to be very important in your planet's future, after all. Earth's sun has a feature that will become very useful. For now, please take her to a safe place and we can discuss this further there."

As the truck drove off with spaceship balanced on the back, Anne Starr cradled the infant in her arms. They both decided to keep her, and she decided to name the infant Karen.

* * *

At the age of thirteen, Karen found the first major surprise of her life. She had been developing powers for about two years already, as Jor-El's information had said, but she had no clue where these abilities came from, despite her parents' suspicious behavior.

At the dinner table, two weeks after her thirteenth birthday, she broke the ice. "Alright," she said, letting out a deep breath. "You knew these powers were going to happen. I think you should tell me."

Her mother and father looked at her and confirmed her belief. James turned to her. "Look, sweetie, we never meant to hide it from you, we just wanted to wait until we knew how you'd react," he said.

Anne left the table and got a metal sliver from the high cabinet. "Here, this is yours," she said, throwing it across. "Follow us."

She left the table and followed them out of the house and into the garage. James lifted a section of the carpet, revealing a large panel. He grabbed the secret handle and pulled it open, revealing a craft, metallic and slightly aged looking, with a small hole in the right side of the opening. At her parents' behest, she stepped down the short ladder into the chamber below the garage. The metallic sliver shot from her hand into the slot, and a white light shone into her eyes.

Suddenly, she found herself surrounded by unfamiliar décor, a very cold, metallic appearance to the walls and furniture, and two people dressed in outfits very much out of style as well as not human. The man was a very well-defined individual. He held himself in the posture of a man of quiet authority, his hair and beard clean and properly edged. The woman had reddish-brown hair, long and smooth, garbed in an elegant, if bizarre, dress.

The man looked at her, and the setting changed as he stepped forward. The woman disappeared, and the surroundings changed to a field of exotic plant life. "Welcome, Kara," Jor-El said, quietly, with a smile on his face. "I have been waiting for this moment for many years. I am Jor-El, your father."

She stood in stunned silence for a moment, before words entered her mind. "What do you mean, you're my father? I have a father," she argued. "Where am I?"

"This memory, this information," Jor-El explained, "is all that's left of the once mighty planet Krypton. I sent you here because I needed you to survive."

She backed up in disbelief. "You mean, I'm an alien? What do you mean, you needed me to survive?"

The surroundings changed again. She saw images of cities, where entire populations were collapsing dead, red blood tinged with purple streaks. "Our planet fell into civil war, with the ruling council on one side and Zod's military on the other," he continued. "Finally, scientists for the council emerged with a bio-weapon which would take out Zod's armies. It was, sad to say, too good at its job."

She looked at the scenery. "So, everyone is dead?"

He shook his head. "I'm sorry to say, but according to my calculations, not a single person would have survived. You are alive due to your unique situation." The surroundings changed to a three-dimensional display of the Earth's solar system. "Earth is orbiting a G-type main sequence star, whose luminosity and unique radiation signature is several times that of Krypton's red dwarf star Rao. Kryptonian physiology reacts to these radiations, with the yellow star granting us powers such as those you're developing, while red weakens us to normal."

"So, that's why I'm getting stronger?"

He drew closer. "Kara," he said, running a hand through her hair, "you are going to do great things. You may be above average now, but in time, you'll be akin to one of their gods of legend, for what you'll be able to do. It's important that you remember you are a child of Earth as much as you are a child of Krypton. Never let your power go to your head, and remember, no matter what happens, I will always be here for you."

A tear dripped from her eye. "Why couldn't you come with me?"

Jor-El paused. If he could cry, he would have. "I would have loved nothing more," he admitted. "Unfortunately, Zod knew I was planning on getting you off the planet. I gave myself to him to buy you some time."

"How do you know I'll succeed? How can I guide people when I can't even run my own life?"

"Kara," he said, kneeling to her level. "Trust me. You are an El. If you fail, you will get back up and succeed. I have faith in you."

"I love you," she said, hugging the image.

"And I love you," Jor-El replied. "If you need me, I will be here."

The image faded, and Karen returned to her body. "Hey, you ok?" Anne said.

She smiled. "I met my other parents," she said.

"Oh, honey!" her dad said, embracing her. "We've waited so long to share that with you. We just found your ship off the main road. It appeared out of nowhere."

"Well, I'm glad you found me," Karen replied.


	2. Chapter 2

CHAPTER TWO

Fourteen years of age marked the end of an era.

Young Karen Starr had, up until age thirteen and a quarter, not developed much in the chest area. Despite some of her female friends' desire to blossom into full-figured women as soon as possible, she rather enjoyed her free spirited athletics, unhindered by anatomy. She got good at utilizing her Kryptonian abilities by doing physical education at a relative human level. When she won, it was by suppressing her powers to just above nil. She found it easier to grip door knobs and pencils without breaking them by focusing her mind on keeping her muscles from charging up. It was a process almost impossible to explain; not merely thought, she had to mentally flip a "switch" and hold it there. In time, she got so good at it she could pound a desk in frustration as a child would without damaging it. As long as her body didn't betray her, she could get quite used to activity as a human.

At thirteen and a half her shirts started to have a noticeable bump in them, and before long, other girls started to notice. Bras went from a distant worry of the future to an immediate concern, and then to a stiff pain in the wallet. Her cup size went from a B to a double D in the span of eight months. Shirts three or four sizes too big became her best friend. Bras in her size weren't made in bulk, so her parents became used to buying hundred dollar or more bras. The biggest problem, however, was her social life.

Her female friends abandoned her due to unwanted attention from boys. To be honest, she didn't want it either. Nor did she appreciate the teachers treating her as some kind of pariah. However, if the occasional grope or rude comment was bad enough, it was what came later that became truly unbearable. If she had remained a slender, short girl with a large chest, that would have allowed things to stay the same. She got used to rude comments, random gropes, and glares.

Due to her physically active lifestyle, constantly training her powers so as to be good at using them, her physiology didn't have the same limitations as a human. She grew from a petite five foot three to an Amazonian six foot two by the age of sixteen. Her muscles weren't giant or bulging, but still, no girl in her high school came close. So, the rude comments and glares stopped—largely due to the female classmates being scared for dear life.

Still, she kept to herself and hoped her high school career could end as soon as possible so she could go to college, and get on with her adult life. So, at age eighteen, her senior year winding down, and her bra size going up to an E, she went on a field trip with her classmates. Her school was going to the beach, and nothing was going to ruin her fun.

Midafternoon saw her playing volleyball.

The opposing team spiked the ball. She set it up and one of her male classmates spiked it to the other team. They failed to recover in time and Karen's team scored a point. "No fair!" one of the girls on the other team shouted. "Karen's got the height advantage!"

"Suck it, Liz," Karen shouted back. "It's not my fault you can't react to save your life."

She noticed quite the commotion coming from the beach. As people began to gather, two black SUVs drove onto the sand. Men in dark suits started looking out into the distance with binoculars as buoys surfaced miles away and launched flares.

"The hell's going on?" a teacher asked.

One of the students came running up from the beach. "Apparently, a submarine's sinking after something happened aboard the vessel," a student explained. "They're cordoning off the beach while they figure out something."

Karen stepped slowly away from the volleyball court. Focusing her vision, she saw through the miles of seawater to the submarine in the distance. Taking on water, several crew members were desperately trying to stay in breathable air. The damage looked untenable to her, so she took off.

"Karen," a male student asked, "where are you going?"

Ignoring everyone, even the federal agents shouting at her, she hit the water, flying in a straight line towards the sub. The water pulsed behind her as she flew at hundreds of miles per hour. Her clothing ripped clean off due to the pressure and she came up on the vessel in seconds. Floating underneath the sub, she looked for the sturdiest point on the structure. Once she found it, she pressed her hands against the steel and focused her mind. Keep it together, Karen, she thought. If you don't, you'll punch right through.

Focusing her mind on spreading her force out, the vessel creaked and palm marks bent inward, but she avoided piercing it like a needle into a watermelon. She pushed upward with force. She gritted her teeth; she had never lifted such a heavy object before. The darkness of the deep faded as she ascended, and light came pouring in as the surface approached. Penetrating the water's surface, she flew slightly off the shore and set the vessel down in shallow water.

Everyone stared as she walked. Not only had she just lifted a submarine out of the water, but she also wore only her birthday suit.

"Karen!" One of her teachers cried out, throwing her a beach towel. She snatched it out of the air and wrapped it around herself. Everyone else was too stunned to make a sound.

She sat on a folding chair and breathed deeply as men in suits gathered around her. Before long, several dozen people were asking her questions. She ignored as many of them as she could, answering as vaguely as possible. After five or so minutes of the run-around, she found herself greeted by a figure even she could tell ranked higher than all of them.

"Hello there, I'm Agent Phil Coulson," he introduced. She stood up, slightly taller than him. "I wanted to ask you some questions about what just happened."

"Am I being arrested?" She asked. Despite her somewhat imposing nature causing the other agents to be quite nervous, she shook inside. She'd never demonstrated her abilities in such an obvious way.

"No," Coulson replied. "We've got no reason to suspect you committed a crime, we just need to know what's going on and why."

She went stone-faced. "I assume I can't just walk away from this," she said.

He gave a half-smile. "Based on what the agents saw, I wouldn't be able to stop you if I wanted to," he simply said.

She lowered her head. "Fine. Where to?"

He motioned to a black SUV. She sat in the passenger seat and he took the wheel. They left the scene and drove. She didn't recognize the route they took other than it led away from the city. With the towel wrapped around herself, she clutched tightly and tried to avoid revealing too much. "Honestly, I have to start out by just thanking you," he said. "Before I ask you all sorts of questions, I want to say, there are a dozen men that are safe because of you."

"I couldn't let them drown if I could see or hear them," she replied.

"And you've made your country proud," he said. "So, I'm not the big bad government agent who wants to take you away. If anything, we need more people like you. So tell me your story."

She took a deep breath and let it out. "I'm an alien," she began.

"I figured as much."

She glanced at him. "Well, apparently, I was born on a world called Krypton. My father, Jor-El, was the chief physicist of the Science Guild. One of his co-workers discovered a bio-weapon had been modified for use in the world's civil war."

Phil raised his eyebrows. "Wow. A civil war on the scale of an entire planet," he said. "That must have been brutal."

"General Zod declared the Ruling Council subject to his will and they disagreed. He wanted to be in charge, and half the armies fought one side and half the other. The disease ended up escaping its limits and would inevitably have infected everyone on the planet. Fatality rate greater than ninety-nine and four nines percent. I survived because of the Earth."

"Tell me how that works," Coulson interjected. "I'm interested."

"Well, Kryptonian cells are energy masters," she answered. "They can process virtually any type of energy. Red sunlight is the native star and provides no benefit. Yellow sunlight provides incredible powers."

He turned off the main road. "So, I haven't told you what agency I work for," he said.

She shrugged with her hands. "I assumed you were CIA or NSA," she replied.

"No," he disagreed. "I'm with a different agency altogether. We don't answer to them. We answer to a committee that answers to the President directly. No one who doesn't need to know anything knows anything."

She held her breath a moment and let it out. "I assume you're telling me this for a reason," she thought out loud. "I assume that means I might be useful to you."

He let out a quiet chuckle. "I think the movies have given you a wrong impression of this," he explained. "I'm not here to flash something in your eyes and try to wipe your memory, and I'm not here to threaten you. Just think of it like this: today, you saved lives. And in the process, you garnered lots of attention and there's no guarantee that bad people wouldn't connect it back to your civilian identity."

"And you can protect my loved ones," she said, grimly.

"You want to help people, and I have to admire that," he said. "With no government mandate, and no obligation, you threw yourself into the unknown to save lives. Think about this: if you flew into some random country to pull technicians out of a nuclear reactor, you'd save a lot of lives, but also be arrested almost immediately for breaking international travel laws."

She stared, intently, out the window. She couldn't deny his logic. "I suppose you want me to join your organization," she said.

"Not directly," he answered, surprising her. "I don't think your name should be on any searchable registry. Not with what you can do."

"You haven't even told me what the name is yet," she replied.

"We're S.H.I.E.L.D., and it has a really long name if you want to learn it," he said. "So, are you interested or not?"

She looked him in the eye. "I'm going to be honest," she said. "I'm not looking for a chance to be a black ops person flying in and performing hits for the U.S. government."

"Hey, I told you," he shot back, "we're the good guys. We aren't into the same things the CIA or NSA are into. We're all about protecting all of mankind. We protect against the weird."

That caught her interest. "How weird are we talking?"

"Well, what if I told you during World War Two there was a secret Nazi organization using alien technology?"

"Ok, that is weird," she admitted. "Still, you're going to have to sweeten the deal for me."

"I guarantee the pay is good."

She shook her head. "No, not that. I'm talking about college."

Phil Coulson went stone-faced. "So, you want a free college ride?"

She raised her eyebrows and pointed. "Hey! I'm bullet-proof and super-strong and fast. How many agents can claim that?"

He gave her a stern look. "You know, you ought to go into business, you know that?" He set course for a S.H.I.E.L.D. base and took off. "Honestly, to tell you the truth, Miss Starr, I'm almost as frightened as you are."

She turned to him quizzically. "Why?"

He let out a single laugh, almost in disbelief at her question. "Well, let's look at it this way: You must be extremely durable, seeing as the agents say you flew at hundreds of miles per hour through water. A human impacting water at that speed would be soup." He shot her a look, which caused her to bow her head a bit.

"I didn't think of it that way," she admitted.

"Then we have your strength," he continued. "I know a guy named Banner, who, thanks to an accident, turns into a nine-foot-tall green muscle man we affectionately call 'The Hulk.' In this form, I've seen him throw semi-trucks like they're Tonka toys, and lift eighty-ton tanks with ease." He cleared his throat. " _You_ , however, just lifted an Ohio-class nuclear submarine, which displaces around _twenty thousand tons_ submerged." After a moment, a further thought occurred to him. "And you flew with it! Nobody that strong has ever flew."

"So, you're worried about the threat I pose?" She folded her hands over one another, gripping tightly in frustration. This was precisely what her parents told her not to do, because of the exact scenario occurring. "So, you want me closer to you for observation."

"That's certainly what my bosses are going to say," he agreed. "I think it's telling that you revealed yourself—which you can't take back—to save less than a dozen men aboard a sinking submarine."

"Well," she said, still clasping her hands, "I can't ignore what I can hear or see."

It was about twenty-five minutes before they arrived at a S.H.I.E.L.D. base.


	3. Chapter 3

CHAPTER THREE

"Agent Starr, in," Karen whispered into her earpiece, buried underneath her mask. She landed in front of the pipe leading into a suspicious factory complex, scanning ahead for traps or enemies. Her boots were water and fireproof, and her hero's costume she hid underneath a pair of cargo combat pants, and a flak jacket with undershirt. Normally, she was a distraction, but there was a barrier no human could pass through.

"Do you see the sub-basement?" Agent Coulson said, tracking her location from his console.

She came across a concrete wall. A see-through revealed the reinforced steel behind the faux concrete, and behind that, an inner chamber with lots of high-tech equipment, and no guards. "I see it. Clearly they think they're laser grid is fool-proof," she said. "Any human tries to tunnel through, would get cut into a tic-tac-toe board."

"Go, now," Coulson ordered.

Removing her gloves, Karen flattened her hand and shoved her hand into the concrete. Drawing it across cut a line, and she carved a square section of the wall to pull away. She set the removed slab behind her. Removing the eye covers from her mask, she focused her heat vision on the wall and melted a square out of the steel. She pulled it back and set it by the concrete. "Made me a hole," she reported.

"Affirmative."

The laser grid covered each wall of the sub-basement. The holes in the grid were two inches by two inches. No human could pass through. She shook her head. I liked these boots, she thought, stepping through. As the laser cut her S.H.I.E.L.D. uniform to ribbons, she felt the hot light reflect harmlessly off her indestructible skin. Standing in the sub-basement, her uniform, mask, and boots all fell apart in small squares, revealing her white body suit, nearly skin-tight and close enough to her skin to be protected. Her blonde hair had been frazzled a bit, but left untouched. Her belt had survived, but her boots were done. She walked over to the center of the room, in which a large device sat.

"Found the reactor," she said.

"Alright," Coulson replied, "now kill the power to the grid and fly it the hell out of there."

She turned to the wall to her left. She saw a series of cables running through the rock of the outer wall, and with a burst of heat vision, severed them. At once, the lasers died, and she hoisted the machine in the air and took off. Thirty miles out, she landed in the back of a semi-trailer deep in the woods. A few minutes of adjustment and securing the load later, and she had a new set of orders: create a distraction.

"Alright, now that we have the device," Coulson explained, "our guys have to go in and secure the evidence. Get the bad guys out of the building. Make a distraction."

"Got it," she said. Flying off, low to avoid radar, she landed in full costume in front of the building, just outside the reinforced wall perimeter. Her red cape flapping in the strong breeze, her legless bodysuit on full display. She even had a spare pair of red boots from the truck. Many of the men with guns on the wall stared at her figure, transfixed. A few, however, fired shots, which broke the lull and laughter and brought the distraction into play.

Two automated turrets began firing upon her. Depleted uranium shells powerful enough to rip through tank armor shattered upon impact with her skin. A few heat beams later, and the guns were slag. Hand grenades flew, and were batted away to explode harmlessly behind her. The vehicle entryway's metallic doors slammed shut, and an extra layer of concrete slid over them. She lifted her foot to waist height and thrust kicked. The entire section of the wall gave way. She stepped over broken concrete and steel and entered the compound's courtyard.

As bullets came flying, she saw, in the distance, S.H.I.E.L.D. agents entering through a rear entrance. She took off at super speed, sending the enemies sailing, before entering the building. A series of hallways revealed armed attackers, and she managed to successfully draw large crowds of people into hallways before knocking them out. Upon looking for more enemies to take on, she stumbled across a room in which a man had climbed into a ten-foot robot meant for combat as well as construction.

Its giant metal fist collided with her torso, blasting her through five walls to ricochet off a vehicle parked on the right of the building and into the wall.

"Thank heaven for invulnerability," Karen whispered, shaking her head and pushing concrete dust from her hair.

The building's east wall shook as the robot broke through the concrete and brick with ease. A giant left hand engulfed her entire head, hoisted her up, and a vicious metal right hook plastered her into the perimeter wall.

Slamming her left hand into the robot's left forearm shattered titanium and started leaking oil on the dirt. Wrenching her head from the grip, she punched the robot in the right knee joint and its entire lower leg servo blew off. As it went down, a right hand launched her into the wall, breaking off a car-sized chunk, and throwing her into the trees a few hundred yards outside the compound. A jump saw her back in the fight, slamming punches into the torso, leaving an exposed pilot's compartment. With a single tug, she pulled his last protection away, leaving a frightened pilot.

His jacket had almost two dozen pounds of C4 explosive in it. He began patting away at his chest, she guessed he'd been placed in the explosives against his will. She reached down and pulled it off him.

Then it latched onto her. She looked down and saw him smile and push something behind his back. With a leap she was airborne.

The explosion threw her through a dozen trees and a few rocks. She crashed into a rock wall and came to a complete stop. She heard her earpiece about five hundred feet from where she was. She picked it up.

"Karen, do you copy?"

She cleared her throat. "Yup," she said. "How was the distraction?"

A few hundred miles away, Agent Coulson raised his eyebrows a moment. "Well, it's good _you_ discovered the enormous demolition robot and not our men. We've got the evidence we wanted. The local government won't be able to reveal our involvement without admitting guilt. Thanks, now fly below five hundred feet until you get to the mountains."

"Affirmative," she said, clicking off her earpiece. It proved trivial making her way back to S.H.I.E.L.D. and putting the finishing touches on a long series of interventions.

Walking in, she sat down in a briefing room. Agent Coulson and a few others sat in the room. "So, basically, everything went without a hitch?" she asked.

A senior agent nodded. "Miss Starr," he explained, "your involvement saved us a great deal of hassle. We were hung up for weeks on how to penetrate the basement. Plus, we had to do it, as well as get the damning evidence."

"Now," Coulson interjected, "we won't be at risk unless the local corrupt government outright admits it was assisting the extremists."

"Which would bring the United Nations down on them," Karen added. She looked down. "Yeah, I know you said the suit was rip and tear-proof, but apparently, twelve pounds of C4 and several impacts with a wall are more than the material can handle."

"And now you've got an even better distraction," the senior agent said, pointing to a newly-formed circle that showed her cleavage.

She folded her arms. "At least it fits properly now," she said, "and I don't have to take shallow breaths."

Coulson looked confused. "I thought your Kryptonian physiology meant you didn't have to worry about breathing?"

"I don't," she corrected. "However, if I'm going to use my breathing powers, inhaling hard makes my chest expand just like a human. If I tried that in this thing, I'd rip the fabric in half."

"You have _breathing_ powers?" the senior agent asked. "Is there anything else we don't know?"

She half-sneered. "I can supercool my breath, create hurricane force winds, or both. Haven't seen a need to use them yet."

"You might want to write that down," Coulson told his fellow senior agent.

"Well, you guys worry about the safety of the world," she said. "I'm going to change into my civilian clothes, go home, sleep, and get ready for my first week of college. Try not to call me."

Coulson smiled. "You want us to fix the boob window?" he joked.

She waved. "No, just leave it," she said. "Who's going to see me in it anyway? Nothing I do is public."

"Don't forget! Stay low," he advised. She exited the facility and made her way back to her normal life. It had been almost three years since she'd first met Phil Coulson. The endless conflict against evil meant she always had consistent work from the secret agency. In the past month, she'd destroyed or infiltrated almost two dozen bases of various groups out to conquer the world. She'd run up against almost every type of bad guy imaginable. The hardest she'd ever been hit was that robot. The battle robot would've wasted entire squads of agents. She doubted anything short of magnesium burn or hellfire missiles would've put a dent in it. Nonetheless, it had comforted her to know her skin held against one of the nastiest creations of mad science.

Her apartment, though quaint, eased her mind as she slipped in through the window. Incinerating some insects that flew in before her, she splashed water on her face in the bathroom and sat down in the living room. She plugged in her laptop and fired up her word processor. She had eight pages left on her thirty-page report in business analytics. College was so much nicer than high school, she thought. Instead of homework every night, she had a series of three assignments that she had all semester to do. Other than that, exams proved no match for her eidetic memory. After fifteen minutes, she emailed her finished first draft to her professor, and logged off. She had two hours until her night class. She set her alarm for an hour, and collapsed onto her bed.

When the alarm went off, she got dressed, combed her hair and headed off. She found college kind of funny; many people assumed she was just a stripper or some heiress required to take classes before she could inherit the family business. She could wear whatever normal casual clothes and the result was a lot of distraction—she seemed to be getting better at that.

The class—business statistics—was a snooze-fest, but at least she got it over with. After that, she went home and went to sleep. If Coulson called her, she swore she would set his house on fire.

When she woke up, it was her day off, and she checked the stocks she invested in. She'd found herself a natural for noticing patterns nobody else did. In a month, she'd doubled her initial investment of two thousand dollars. Compared to what she could make, the chump change seemed a meager start. She had a number of tech ideas nobody else had. She wanted to make more money so she could start her own company. She believed she could take on some of the areas the others weren't touching. In the meantime, she did some more trading and headed out the door.

She found her way to the local comic and video store. Looking through the rack, she saw a horror comic she'd read about and bought it. On her way home, she walked by the bus stop and saw someone reading a pamphlet of the same university she went to. This woman appeared to be about her age, a slightly less developed build, and her blonde hair hung an inch or so longer and a shade darker.

"You need some help?" she offered. "I go to the same college."

"Oh, yeah, I just finished my tour in Afghanistan and I'm starting this semester," the woman replied. She remembered her manners. "Oh, I almost forgot! Carol Danvers." She offered her handshake.

Karen accepted. "Karen Starr." She pointed to an apartment building a few blocks away. "If you want, I can give you some stuff to help you out. I live just over there."

Carol cleared her throat. "Oh, um, thank you, but I have to catch the bus. I mean, the Air Force doesn't pay very much and I can't afford a taxi."

Karen shrugged a bit. "Eh, I can drive you home if you want. It's not a problem."

"I, uh, well," Carol said, thinking about it, "I guess, if you're not bothered by it. I mean, I live on the other side of town."

Karen waved her on. "It's fine," she answered. "Just follow me."

They walked on, with Carol draping her large military duffel bag over her shoulder. She walked with a firm step, clearly beleaguered by the weight. Karen noticed the stone-faced expression. This woman was not frail; in her eyes was the look of war. She wondered about this Carol Danvers, and how worldly she was. She'd mentioned Afghanistan, so that explained the look. She wondered about her service.

Karen held out her hand. "Here, I'll carry that for you," she offered.

Carol handed her the bag. "Oh, thank you again," she said. "You're a life saver. I've been carrying that thing all day."

She found herself amazed by this Karen Starr she'd just met. She had the look of combat in her eyes and, yet, a sense of serenity, as though she and fear did not coexist. Despite her glamour-model chest, she had an Amazonian frame and defined, rigid arms and legs. She stood a whole three inches taller than Carol. The Air Force veteran marveled silently; even in the casual clothes, this woman looked born for battle. If she wasn't sure of her combat training—and a strange sense of curiosity—she'd have let this woman pass by. But now, she had to know more. Clearly this woman had a past tempered by fire, but how? She hadn't shown the slightest bit of struggle at draping the heavy duffel bag on her shoulder, either. It was a light sack of potatoes to her.

They arrived at the apartment building and Karen led her up to hers. After setting the bag on the couch, she fired up her laptop and wireless printer. "So, your class schedule?" Carol handed her a sheet of paper. "Wow, you're lucky. All your classes are in the same building. Working on your Bachelor's?"

Carol shook her head. "No," she corrected. "I'm actually a grad student. I graduated high school early and took a bunch of dual credit courses, so I got my Bachelor's early."

"Wow, lucky you!" Karen handed her a map. "So, here's where your classes are. Some are on the fourth floor and some on the second," she explained. She handed over a blank planner. "Student activities was handing these out."

"Thank you! I'm so glad I found someone to help me. I really appreciate it."

Karen smiled. "Well, I'm always glad to help someone," she said. "What classes are you taking?"

Carol shrugged. "Well," she began, "this semester I'm taking differential equations and advanced English."

Karen squirmed a bit. "Wow. You're braver than I am. I'm still working on Calculus." She looked around for a moment. "So, did you want me to drive you home now? I mean, I can't really help you with anything else."

"I'm not really tied down," Carol replied. "No kids, no boyfriend, I mean, if you _wanted_ to do something, I'm not against it." She looked around at the shelf and the rows of books and DVDs on it.

"No, I'm not rushing you out," Karen answered, "but really, other than anime, I don't have very many Hollywood movies."

Carol laughed a moment. "Really? I thought anime was for kids," she said.

"I know," Karen replied, "a lot of people think that. It's not a single thing, think of it as a medium, like movies or music."

"Hey, maybe there's a first time for everything," Carol said. "I've got nothing against it. I've never watched it before. What do you have that's good for a first time?"

So, Karen, eager at the opportunity to introduce someone for the first time to anime, put on _Nausicaä of the Valley of the Wind_. She didn't give a preface to any of it, simply let this stranger watch it totally new. A smile crept across her face as the other blonde woman's position indicated her interest. Creeping gradually from sitting with folded arms to sitting upright, leaning slightly forward, Carol betrayed her emotions. From Carol's perspective, it was startling; how could the same category as Pokémon, produce animation and story of such quality? She wasn't normally much for fantasy stories, but the level of detail bewildered her. This was some serious storytelling and visuals.

At the end, Carol sat in stunned silence and Karen had a smile on her face. "So," Karen said, as if she needed to say, "what'd you think?"

Carol raised her eyebrows a moment. "Wow," she said. "I mean, I thought anime was just stuff like Pokémon."

"There's all kinds of stuff in it," Karen explained. "You've got everything from kids' shows to stuff you'd see on HBO."

Carol looked at the time. "You want to get something to eat? I wanted to heat up some leftovers at home, but if you're driving, I'm willing to buy."

"I'm not turning that offer down." Karen got her keys and, the two of them heading out, locked the door. "I know this Italian place not far from here."

"That sounds fine. I haven't eaten Italian in a long time." She set her duffel bag in Karen's backseat and waited. They drove to the restaurant and ate. Karen ordered a sandwich and Carol a pasta dish. After that, it was a short jaunt after dealing with New York traffic and construction.

Karen pulled up and Carol got her bag. "Nice meeting you," Carol said, shaking hands. "I've got your email and cell number. We need to hang out more often!"

"Yeah, I think you need to show me the club scene sometime," Karen answered. "See you soon!"

She drove home, happy that she'd made a new friend.


	4. Chapter 4

CHAPTER FOUR

"Ophelia Day, we'd like for you to give us a report," a male voice said over the speaker.

The communication room of an office building in New York saw a woman with fiery red hair addressing a council of ten people on a large screen. She wore an expensive Armani business suit and had a number of images on screen of incidents in South America and Africa. "Gentlemen, Day Work Industries has been hard at work supplying the groups that have been making things happen," she said. "Secret trials have demonstrated that the Hulk Serum I made is working perfectly and is superior even to the original, in the sense that it allows the user to remain in conscious control the entire time. No random rampages that make it unviable."

Several of the men gasped. "So, we can have the Hulk soldiers we wanted?"

"Careful how widely you use it," she admonished. "Remember that I made this as an alien deterrent, and a lot of Hulks would be more than you could handle." Several of the counselors looked sheepish at that comment. "Yes, I'm sure you're all aware of the alien. You can thank me for your men knowing about that as well."

"We're grateful, Ms. Day," one elder gentleman said. "Your help has been appreciated."

"You wouldn't exist except for me," she replied. "Now, how about my niece, Anna Marie?"

"We're doing our best," a younger counselor said. "Right now, she's being transferred to a lower security federal facility. If you're just willing to cooperate."

"Just make sure you come through," she shot back. "I've worked hard for you, and I expect it to pay off." She hung up.

Leaving the room, she headed for her private science room. A short, young Asian scientist approached. "Ma'am? I've gotten the program for the device debugged," Nicholas Cho said.

"Good," she replied. "Now I can get to work on my next phase of operations."

"You're still working on the biotechnical stuff?"

She sighed. "The boys on high might be happy with our delivery of the green stuff, but they won't be really happy unless we give them a nice Christmas gift."

She closed her private lab behind her and began to work on a large cylindrical device attached to what appeared to be a large three-dimensional bio-printer. She had some finishing details to put on. As she worked on the tissue printing mechanism, she looked to the wall, a picture of her with her sister with a young girl, her niece, Anna Marie. The legal trouble that girl was in had caused her own mother to break off contact. Ophelia, however, had other ideas in mind; she believed her theory on enhanced genetic mutation could be amplified, possibly giving rise even to a new species of man. Now that aliens had been proven to exist—and she had no intentions of letting the council be the only ones who got their hands on that genetic material—she would do her best to strengthen the human race so that they weren't rendered extinct.

* * *

Karen walked lockstep with multiple S.H.I.E.L.D. operatives dressed in full combat gear. The target, a West African compound loaded with guns and drugs. The agency began suspecting the illegal gun and drug running was covering more sinister goings-on. As agents shot targets with non-lethal stun rounds, she used her see-through vision to inspect the walls, ceilings, and all around. Dressed in the same garb to blend in, with her suit underneath, she would soon separate from the group and embark on a hunt meant only for her. As agents scattered, gathering unconscious bodies and crates, she saw a series of audio transmitters and followed the wiring to a secret sub-basement not given access to in the building.

Making sure no one was watching, she punched a hole through the basement floor and entered the secret room. Before any cameras could see her, she incinerated the cables with heat vision. The computer terminal gave the secret away; the compound had been analyzing data for something very important, but what? She pulled a USB drive out of her utility pouch and plugged it in, decrypting the computer's files and uploading them wirelessly to a database near Coulson.

"Karen," Phil Coulson said, "do you see the main base?"

"Yes," she replied. "I also see they're using a lot of computing power. What's the purpose of these scattered compounds disguised as drug and weapons outposts?"

"I don't know," he answered. "One thing I am sure of, though, is that I think it's time for Power Girl to make an appearance at that main base."

She paused for a moment, raising an eyebrow. " _Power Girl_?"

Coulson let out a laugh/sigh. "What? It's what the boys at the office are calling you. They're so used to seeing you now."

"Phil," she argued, "it's 2008. I've been old enough to drink for two years. Power _Girl_?"

"If you don't like it you can change the name later," he said. "Just make sure you secure another cache of data. We can't afford to miss out on this."

"Affirmative." She put the USB drive in a pouch on her body suit and took off. Shedding her riot gear, revealing her full costume, she took to the sky. Approximately two hundred kilometers to the northeast, she came across the secondary facility. With some heat beams to the ground, she severed the buried power cables feeding the building. At once, the lights died and the backup generator kicked in. She had five minutes before the backup lights came on.

She landed with a boom, shaking the ground for hundreds of meters in each direction. Heat beams took out the search lights and she threw several vehicles into the watch posts. At super speed, she dashed into the building, throwing goons into walls and knocking people out with much force. Nobody saw her for more than a second. She found the computer console and backup generators after dealing with the security.

The USB stick began decrypting hundreds of gigabytes of data and transmitting it. As she clicked through random files to make sure they were decrypted, she came across a familiar name. "Day Work Industries?"

"What was that?" Coulson said.

"It says here that one of the projects is operated by Day Work Industries," she explained. "Here's a picture of Doctor Ophelia Day meeting with some guy in a suit."

Coulson looked at the picture on screen. "That's weird," he said. "She's a new CEO of a new company, and this guy's never been seen outside of Europe before. Now I want to know how they're involved, and what these projects are."

Her thought process got interrupted by the sound of stone breaking. She turned around and saw a man stepping forward, a vial on the ground. "Phil? I've got a visitor."

The man's clothes began to rip as he began to change. His body expanded greatly and his muscles grew dozens of times their normal size. She recognized the transformation immediately. "Karen? What's going on?" Phil asked.

"He's not green, but this guy just turned into a Hulk," she replied. Not hesitating for a second, she burst forth at super speed and plowed into his torso, throwing him through a half dozen layers of stone and drywall. He crashed into a series of rocks outside the building, and stood up unfazed.

"Call you back," she said, throwing the earpiece aside.

"Come! Fight me!" the Hulk-like man shouted.

She ran forward and delivered a series of punches to his abdomen. He winced in pain, but caught her right hand, holding her up. "Oh shi…"

Her cry ended as he slammed her into the rocks, shattering them. His punch drove her into the ground, and would be picked up on seismometers hundreds of miles away. She drove a fist upward, colliding with his, shattering bones. His hand began healing almost as fast as he could retaliate, driving punches with the other hand, that pushed her downward. With a toss, he threw her into a hill that collapsed on top of her. She felt her shoulder bone crack and heal. She exploded outward and flew into him at hundreds of miles per hour. He pulled a knife out of his pocket, and slammed it into her side. It shattered, leaving a small cut with blood dripping out. She shouted an obscenity as her wound healed, delivering a knee to his crotch and an elbow to the forehead. He stumbled finally showing damage.

"God DAMN YOU!" he shouted, drawing his fist back for a full power strike.

She didn't wait to see what that could do. She tensed her muscles and let her anger do the talking. She leapt forward at full speed and slammed a fist into his sternum with all the strength she could muster.

A two-foot-wide section of his torso simply exploded. A trail of gore sprayed onto the dirt behind him. He let out a sharp noise and collapsed backward, his body shrinking as he died. She stumbled to the earpiece and picked it up. "Target terminated," she said, sitting down on a rock.

"Are you ok?" Coulson asked.

"Minor wounds healing," she said, breathing in and out. "Just let me bask in the sun a bit. If we had tangled for a bit longer he might have done some serious damage, but I ended it as soon as I could." She wiped a tear. "I didn't want to have to kill anybody on this mission. It's not something I'll ever get used to."

"Imagine how many people he could have killed if you hadn't," Coulson argued. "I know it's tough, but some of these guys, like I told you, won't be able to be handled by normal guys. Recover the USB drive and return to base."

She recovered the USB drive and took one last look around the compound before flying to home base. She sat down and debriefed before turning in her costume for repairs and donning her civilian clothes once again. Coulson had a team look over the data recovered.

"What I'm concerned about," he said, "is that they were able to successfully produce a Hulk-like combatant. If they are involved with Day Work Industries, that means this whole incident was a test."

"That means word about me is spreading," she replied.

"Or at the very least, some interested parties have taken notice and bothered to circumvent our secrecy."

She set down a few shards of the knife. "Another thing I'm concerned about is this," she said. "The knife shattered on impact, but it cut me."

Coulson examined it. "Weird," he said. "Your durability tested impervious to diamond-tipped drills and demolition-grade thermite."

"I know, and that's what bothers me," she said, sighing. "Whoever's behind that attack knew they needed to fight an opponent who is almost invulnerable."

Coulson bagged the shards and handed them off to an agent. "I'll have the techs look over it," he said. "In the meantime, you go home and get some rest; after all, you deserve it. You've been a huge help."

She sighed. "Well, all the sneaking in and dismantling the enemy's brought some desperate players forward. I hope we can improve faster than they can." She looked him in the eyes. "After all, pretty soon you won't be able to rely solely on me."

He leaned back in his chair, a look of morose truth visible. "I know," he replied. "That's why I'm worried. They made a Hulk that was in complete control. I wonder how they're advancing so fast."

She put her hands on hips. "Am I done yet? I'd like to go home now."

Coulson looked at the data on-screen. "Yeah, I think you've done enough for one day," he said. "Take a break. I doubt I'll need you for a couple of days."

"I'm going home now," she said. "So, keep the good news coming, please." She flew off towards her warm bed.

* * *

Five minutes of high-altitude supersonic flight saw her arrive at her apartment. She plopped face down onto the mattress and snoozed for a good twenty minutes. Before long, however, her cellphone woke her up. She stretched to the countertop and answered it. "Hey, Karen, you want to go out? I know a great place we can get in," Carol said.

"I'm not too sure about that," She answered. "I've just gotten back from a huge project I was working on."

"Come on!" Carol protested. "I don't wanna go alone, I mean, you said you wanted to go clubbing."

Karen huffed. "Alright, I'll come pick you up," she said. "Just give me a minute."

She changed out of her civilian clothes and into a red dress she'd had custom made. It had built in support, which, given her figure, proved a necessity. Being a special occasion, she put her wallet in her purse, and headed down to her car. It was less than thirty minutes before she got to Carol's apartment.

Carol came down wearing a dark green dress that shimmered more than Karen's more basic design. She sat down and admired her friend's outfit. "That's a great design," she complimented. "That must've cost a fortune."

"Honestly," Karen replied, "I'd have liked to wear something closer to what you're wearing, but they don't make designs like that for women that are over six feet tall and a cup size 'F' or higher."

Carol cringed slightly. "Man, high school must have been a bitch."

Karen gave her a tilted-head glare. "You have _no_ idea," she explained. She shook her head. "When you develop like I did, shirts come in two varieties: looking like a tent, or a bag you hold balloons in. And gropes became something like the sunrise; you just came to expect it after a while."

They drove off, finding a parking lot whose hourly rate wasn't too high, and started walking towards the club. Karen noticed the line right away. "How do you think we're going to get in?"

"Watch me," she said. Carol walked up to the bouncer and tapped him on the shoulder.

He looked at her and smiled. "Hey! Carol! You haven't been here in the last few days," he said.

"I've been busy getting used to the civilian side again," she explained. "I was wondering if my friend could get in with me."

Karen approached. She stood almost as tall as the bouncer. He looked her up and down and let out an impressed whistle. "Hey, any friend of yours is a friend of ours," he said, waving them on.

"That's amazing!" Karen exclaimed, following Carol into the club. She recognized the music. "Wow, they're playing real music!"

Carol laughed. "Yeah, not that dubstep crap that's getting popular."

"Hey, got a couple of hot babes here that're all alone!" A random clubber exclaimed, swaggering up to Karen with all the false bravado alcohol can provide. He leaned against the bar and motioned to the rack of liquor with his free hand. "Yo, order what you want. I've got it. Anything for you."

"Why not?" Carol said, smiling. "I don't pass up free."

"One drink," Karen replied, "and I'm not going farther than that."

"Aw, c'mon," the guy said. "How can you have just one?"

"Like this," she said. She faced the bartender. "Aqua Velva." Predictably, the guy set down his money. She started sipping the glass. "So, you a big spender, or what?"

The guy gave a half-baked grin. "I'm a suit up on the fortieth floor of the Baxter Building," he said. "Working for a subsidiary of a major investment firm has its ups and downs. On the upside, the old guys holding the purse don't bother us every day. We make all sorts of money, on any given day, I'm clearing five, ten grand just for me, like, not even counting the cash I get for the firm."

She raised an eyebrow. "Wow, five to ten grand a day in your wallet? I must be in the wrong major."

He winked. "Now you gotta tell me more, babe. College, huh? What major?"

His blatant transparency made her laugh inside. He had nothing to offer except his ego, boosted by money he probably had in the pipeline since birth. Still, she wanted to know more. "I'm looking to start a company that does biotech, cybernetics, and stuff of that nature," she explained. "I'm fast-tracking myself into any business course I can get my hands on."

He nodded. "Y'know, honey, if there's one thing I can guarantee, is that you're going to need beaucoup bucks for that."

She wanted to squint in minor exasperation; if his next sentence was some variation of "I can get you the money," she would immediately make a beeline for the dance floor.

"I could probably arrange something, if you wanted to talk later sometime," he said.

"I'll keep that in mind," she said, taking his business card and filing it into her purse. She reminded herself to throw it in the trash later. Having predicted his single-minded nature, she followed Carol out onto the dance floor. His attempt to seduce her failed as soon as she dissolved into the mass of moving bodies and ignored him entirely.

She'd never danced to music like this before. The most she'd ever done was being invited to senior prom by one of the nerdiest guys in school. She mainly went because he was the only one who asked her having no illusions about sex. They played some shitty modern music she hated, and it was a boring experience. This, however, was night and day. This was…she had no words, actually. She found herself moving with no discernible idea of what dance was going on. A mixture of what was happening around her, she found herself doing, but also, some things she hadn't learned before. It was a tapestry of random acts she made up on the fly. Lots of attention came her way, and she hoped most of it was not due to her chest.

"Whaddya think?" Carol asked, trying to speak over the loud music and thumping bass.

"Never done this before! I like it!" Karen replied. She shifted into a different dance as the next song began. It was the better part of two hours before Carol started to complain that her shoes were hurting her ankles and wanted to leave. They walked to the exit and left in high spirits. Carol obviously had a bit more to drink than Karen had anticipated, because of the way she stumbled. She helped Carol out by steading her. "Easy there."

As they headed towards the parking lot through an alley, a man emerged from a side alley and brandished a gun. Karen looked up at it from talking to Carol. "Oh shit!" Carol exclaimed.

"Money! Now!" the gunman shouted.

Karen cursed her luck. She hadn't been cautious and now, she would have to act in front of her friend, who had no idea of the truth she held. "Come on, you don't want to do this," she said, vainly trying to talk the man out of his actions.

"Shut up! Give me your money!"

Karen let out a sigh.

The gunman pulled the trigger, and from his point of view, the taller blonde disappeared from where she was standing and stood in front of the gun. He looked over and saw her left hand wrapped around the barrel.

Karen had leapt forward and grabbed the gun, the bullet crashing harmlessly into her palm. She pulled back and let the slug hit the ground with a clack. "Go away," she ordered. "Now."

"The fuck!" he shouted, dropping the gun and taking off at a dead sprint.

Carol stood in complete disbelief. "What the hell just…"

"We might want to move," Karen said. "Anybody in half a block heard that."

She helped her friend dash over to the car, put on their belts, and drive off. Taking several shortcuts, she had them back at Carol's apartment before ten. They made it up the stairs and they sat down, Carol on her couch, Karen in the loveseat. They stared at each other for a good minute.

Carol broke the silence. "I'm not that drunk, and I know I saw you catch a bullet," she said.

Karen swallowed and sighed. "Yes," she said, lowering her gaze.

Carol's eyes were wide open. "You caught a forty-five slug with your bare hand," she reiterated.

Karen took a deep breath and let it out. "I did." The shorter blonde shrugged. "This might take a while, so stop me if I lose you at some point." She paused a good twenty seconds while contemplating. "I'm an alien."

Carol let out a huff of a laugh. Her smile turned into a round O when she saw the look on her friend's face meant she wasn't kidding. Her eyes opened wide at the sheer impossibility of it all. And yet, while she didn't know if she quite believed it, she knew what she had seen, and she knew she was only mildly intoxicated.

"Well, that's different," Carol said. "I can see why you'd want to hide that. I mean, if the government found out…"

"I'm working for the government, actually," Karen interrupted.

She laughed. "And they know you're an alien," Carol replied.

"Uh-huh. It seems Uncle Sam can't dissect me, so they figure I can 'be of some assistance,' so to speak."

"So that means you work for S.H.I.E.L.D. then."

Karen tilted her head slightly. "How do you know about them?"

"My commanding officer came across some weird thing in the Iraqi desert and was interviewed by these guys who said they didn't answer to his boss," Carol explained. "So I looked up what information there was to look up." She folded her arms. "If you're an alien, and the government knows about it, the only agency that'd take you in is S.H.I.E.L.D., because they're so damn secretive."

Karen bowed her head. "Yeah, you're right. Also, I'm really sorry for putting you through that," she said. "I should've seen him coming."

"So, tell me more," Carol said.

Karen shook her head. "No, I want to go home and get some sleep. I'll tell you all about it tomorrow."


	5. Chapter 5

CHAPTER FIVE

Karen and Carol stood in some field hundreds of miles away in lower Maine. She had taken her friend via super speed, being as careful as she could. The helmet was to protect Carol from impacting bugs at many hundreds of miles per hour, because her body wouldn't handle the force. When they arrived, they had no immediate interference, as they found a wooded area far from prying eyes. Karen had her hiking boots, thick jeans, and a coat on. Carol had to stop and buy a new outfit, as she hadn't prepared for the sudden trip.

"So," Karen began, "I'm Power Girl." Carol gave a half-grin. "Yeah, I know. I didn't come up with it. S.H.I.E.L.D. has a way with words."

"I mean, you're not human, you said," Carol said. "You get these powers from the sun?"

"Exactly," Karen replied. "What happens is, Kryptonians have cells that process energy. The light of a 'yellow'-type sun gives us these powers. I'm strong, durable, fast, and I can see and hear really well. There are other abilities, but that's the basic set."

"Wow, you're like a goddess."

Karen shook her head. "No, I'm just a woman with a set of tools," she corrected. "I'm not interested in being anything else."

"You know how many people would kill to have these powers?"

"Probably a lot," Karen said. "That's why I'm working for S.H.I.E.L.D. and trying to stop them."

Carol looked around. "So, you said you can also see through things?"

"If I focus, yeah," Karen replied. She looked around, walked a few feet, and picked up a rock. "Like, see how this looks ordinary on the outside?" She grasped both sides and tore the football-sized stone in half. The inside was crystal of many different textures and colors.

"Oh, neat!" Carol said, looking at it. "You saw that?"

"I see all sorts of things."

Carol laughed. "You're the ultimate eavesdropper."

Karen breathed sharply. "It can be annoying," she added. "I have to turn it off a lot because of people's conversations." She held her hands out. "So, what else do you want to know?"

"Hmm, what's it like to swim at the bottom of the ocean?"

Karen chuckled. "I can't say I've ever done that," she admitted, "but I have swum down thousands of feet to rescue sinking ships and submarines. I feel the water pressure but it doesn't hurt, obviously. It's pitch black, so I have to use my vision to see in the rest of the EM spectrum. There's such amazing life down there, and it's quite beautiful."

Carol sat on a downed log. "I can't believe you're the only survivor of an entire planet," she said. "The sense of loneliness."

Karen sat down. "To be honest, I don't have any memories of Krypton, as everything I know is from the space ship and my biological father's program." She looked up at the sky. "Honestly, my thought is, how horrible it must have been to be Jor-El and know that everyone was going to die, and you only had time to save one child."

"Yeah, that must've been hell," Carol agreed.

"Enough talk about me," Karen replied. "I know I'm interesting, but tell me about you."

Carol shrugged. "What _about_ me? I joined the Air Force to pay for college after my dad only had money to send my brother, and I worked my way up to a fighter pilot and I'm currently planning on getting a job outside the military when I graduate."

"That's at least as interesting as being raised by Kansas farmers, getting a scholarship to a New York university, and living the dream," Karen said.

Carol shot her a look. "You know, _except_ for being a super-powered alien who can punch through titanium and melt iron with a glance."

Karen raised an eyebrow. "Okay, so what would you do if you had powers?"

"You kidding? I'd sign up for S.H.I.E.L.D. in a heartbeat! I'd forget all about working in the private sector."

"I guess that's where we differ," Karen stated.

"What do you mean?"

"I don't want my entire existence to be flying around and punching bad guys," Karen said. "Honestly, I want to be remembered for more than being Power Girl."

"So that's why you're going to college, right?"

Karen laughed. "Yeah, I mean, maybe I could change the world," she said. "I mean, if Tony Stark can make billions selling things that kill people, maybe I can make a change. I mean, if someone could solve the energy crisis, that'd save more lives than any superhero ever could."

Carol took a breath and let it out. "That's a pretty lofty goal, but hey, shouldn't you be at least proud of what you can do?"

"I mean, I _am_ ," Karen countered, "but why should that be the end?"

"You're something else, you know that?" Carol slapped her friend on the back. "Head up in the clouds."

* * *

Phil Coulson checked his monitors and the reports coming in. In the past week, he'd run his subordinates ragged trying to keep the field intel coming in, and the I.T. and science departments were tired of him running up huge amounts of overtime. He didn't care. He had several different goals in mind, all of them related to a certain alien who had changed the lives of much of S.H.I.E.L.D. forever. He drank his coffee as he read on-screen reports of the latest information on the Hulk-like soldiers.

"Hey, Phil," a friendly voice called out, "why don't you take a break?"

Phil cocked his head and turned around. At once he smiled. "Max! Maxwell Lord! Haven't seen you in forever." He outstretched his arms.

"Haven't been around lately," he replied. "I'm team leader in containment and cleanup, remember? It's my boys that have to come in after your alien girl drops a bus on the bad guys."

Coulson almost laughed. "You know, I can't exactly help it," he shot back. "Most of these guys we've been pecking at like chickens because they had firepower we couldn't exactly match up with. Now we've got a bug bomb that can smoke these cockroaches out."

Max puffed on his cigar. "Hey, I'm not complaining," he said. "Gets my boys plenty of overtime."

"I've been putting two and two together," Coulson explained. "This Day Work Industries is working really deep under the table, and I think once we have the evidence, we need to nail Ophelia Day to the wall. She might be working for someone, and I think that'd be the best way to smoke her out."

Max looked at the data on-screen. "Can't say that's a bad idea," he remarked. "Maybe sometimes the press can work in our favor."

Just then, a higher-up walked in, black skirt suit, ebony hair with a red streak in the front. "Agent Lord, your crew is needed in Botswana," she said.

"Victoria Hand!" Max remarked. "Nice to see you too."

"I'm not here to make friends, Max," she replied. "I'm just here to give you the orders that come down from high."

Max turned a moment. "Sorry, gotta run, but catch up later, okay?" he said. He left, shooting her a look as he walked out.

"Vickie," Coulson said, not turning away from the screen. "What's with you showing up all of a sudden? I thought you never came here unless higher up told you to."

She stood next to him with folded arms. "You know, when you first told Director Fury and myself about this plan a couple years ago, I thought you were insane." She changed the screen. "Nonetheless, we both can see how useful the alien is. I'm just worried that, since the word seems to be getting out that we've got ourselves a 'secret weapon,' that everyone and their brother is getting scared and getting scared means getting armed."

Phil walked around to the other side of the table. "We've seen nothing but amazing results from Karen," he countered. "Sixteen bases we thought we'd never get, she managed to break through in less than a few minutes with no casualties. We got the reactor we were worried was being built inside a compound no one could get into. I think she's more than paid off whatever debt she's owed, and I don't think the enemy is nearly up to par."

She shook her head. "The enemy has managed to reproduce the Hulk," she simply stated. The glare between them said volumes. "Do you not believe that's largely because of her? Not only that, but the person is still in control."

"Honestly, how do we know they weren't developing that already? I couldn't believe it myself, but honestly, don't you think our enemies have wanted something like the Hulk for years? Banner's been a hot target of every underground group ever since he shot himself with radiation."

She put new images on-screen. "Our living W.M.D. hits an enemy compound, getting secret information about who we're up against and what they're planning," she argued. "At that exact moment, she encounters a Hulk-level threat. Something we hadn't seen in the whole three years since Banner became the Hulk in 2005."

"Vickie…" Phil protested.

"And that's considering that replicas of various quality of the same super soldier serum have been one of the most popular black market commodities, bought and sold for an average of a million a pop!" She pointed at him. "You can't deny that everyone and their brother has tried to imitate what General Ross and Doctor Banner did, and yet, only now, now that we have an alien of almost god-like power on our side, have we seen a replica of superior ability."

"I never doubted the enemy would get scared," Phil relented. "But there's a possibility you haven't thought of."

She turned away from him, blinking slowly as she let out a breath. "Don't presume I haven't thought of it," she countered. "I'm worried there's a mole in S.H.I.E.L.D., right? That's what you're thinking, too?"

Phil Coulson swallowed. "Yeah," he said. It took him a moment to gather courage. "Do you trust Max Lord?"

She coughed, trying to cover up her shock at Phil voicing a concern she'd had in private. "No," she said. "I'm too trusting around him, and I'm never trusting of anyone."

"You just…feel safe around him," Phil replied. He paused. "It's like clockwork. What do you think it means?"

"I don't know," she answered. "As a skeptic, I want to imagine that it's all in my head and I'm looking for a conspiracy where one doesn't exist. But at the same time, this isn't normal."

Phil put up a new image. "Well, we've got our spies out looking for any trace of this Hulk-serum and once we get our hands on it, we should be able to clamp down on it."

"I hope so," she said, walking out. "In the meantime, keep Director Fury and the higher-ups pleased. If we can clear the backlog of enemies to take down before the season is up, we might even be able to make a good report before congress."

"We're almost there," Phil replied. "Nice to see you, Vickie."

"Don't work yourself to death, Phil," she said.

As she left, she headed out to her private vehicle, in the S.H.I.E.L.D. garage, and drove to her house, a few dozen miles from the base. Walking in the front door, she set her phone, keys, and equipment on her dining table. Walking upstairs, she changed into some cargo pants and an undershirt with a ballistic vest over it, and a button-up collared shirt over that. Her motorcycle keys she got from her secret desk compartment. Downstairs, in the basement, her black motorcycle, with fake license plates, she started and took off. She was a dedicated agent of S.H.I.E.L.D., and as such, she wasn't about to wait to see if Phil Coulson and his favorite Martian were going to pan out. The Hulk serum she'd known about days before him through her own operative division, and from the moment her spies had found out about it, she'd arranged through secret channels to set up a fake buy.

She drove for nearly an hour before she got to a small town where other than a tavern and some houses and a church, nothing was around for miles. In a wooded area some fifteen hundred steps from the bar, she parked her bike next to a tree and waited, gun in hand.

A man came walking up. "So, are you the bagman?" he asked.

She regarded him through the display of her helmet. "Yes," she said, her voice modified. "Mister Anger has five million in bonds in this bag and a map to another five million." She hadn't bothered to inform either S.H.I.E.L.D. brass or her lawyers of the various forms of insider trading she had to do to come up with the cash, but regardless, providing a sample for the safety of the American people, more than made up for it. Also, she wanted a second sample for personal use. She wasn't about to get caught up in any kind of insider conflict without an advantage.

The man huffed, his breath ragged by years of meth abuse. "That's not what we agreed on! Ten million for two shots of 'miracle juice,' nothing else."

She let out a sharp breath, her frown reappearing. "You don't want to break the deal," she replied. "Take the money, or you won't live to make a second deal." If this moron didn't have a long history of delivering, she would have utterly cut him off years ago.

"Do you know how long it'll take me to cash in the bonds?" he argued. "Do you have any idea how far I had to go to get these? I had to spend nearly every dime I've ever made in dealing to buy these! If I wasn't making a three-to-one profit, I'd have never agreed!" A coughing fit rattled him. "You know how many of your kind of agent I've dealt with?"

"Do you want the five million or not!"

He shuffled his feet, pounding his fists at his side in anger, then huffed and marched forward, presenting the brown bag. "Here." She handed him a bag. "Alright, this'll do, I guess."

"Good," she said, pulling out two vials of liquid. "You're a good man. Enjoy your money."

She drove away, making it home and putting one vial in an unmarked safe in her basement floor. She put her house into secure mode from her computer, and waited for the scan to come back clean of bugs. "Beautiful," she said, pulling the metal sheath off the other vial. Blue and green swirls were separated by a layer of silvery fluid. She pulled out an injection gun she'd swiped from a medical supply. After removing her clothes, she injected herself with the vial.

Ten minutes later, Phil Coulson got a phone call. "Agent Coulson," he began.

"Phil," Victoria replied, "get the science team working. I managed to get what I believe can be verified to be a Hulk-serum sample acquired directly from an illegal shipment stolen from Day Work Industries."

He paused and stood up. "Vickie, you're sure?" he asked. "This isn't one of those knockoffs that only work once, but a genuine full reproduction sample?"

"Yes," she said, looking at her reflection. She grinned. "One hundred percent functional."


	6. Chapter 6

CHAPTER SIX

At a laboratory in upstate New Jersey, a tall woman with Germanic features and reddish hair toiled over a genetic sequence display and a bio-printer. One of her assistants walked into the room. "Doctor Day?" the Asian man said. "I've got the extra blood samples you requested."

"Nicholas?" Ophelia Day said. "Just leave them over here."

"Ma'am, I just wanted to let you know that the investigative team left no stone untouched, and they discovered all the data had been taken and the subject managed to kill the Hulk Operative." He set the report and the sample down.

"That's fine, Nicco," she said. "I didn't expect him alone to be a match for her anyway."

He looked at the series of stasis pods lined around the room. "Ma'am, if I may be so bold," he asked, "what is your plan? I mean, does the company know about this?"

"Those bastards on the Day Work Incorporated board don't know a damn thing, and I'd like to keep it that way," she replied. "My work is mine, and I need it. Haven't I given those pricks enough already? After all, I have a responsibility to my niece. She needs my help."

"That's why you wanted a sample of the alien's blood?"

She looked at him. "Look, S.H.I.E.L.D. has been going to town like it's a western and there's a new sheriff that walked in. Eighty-three locations hit in less than four years. That's as much as the last fourteen prior years of S.H.I.E.L.D. activity. They used to almost never hit a location. What's different?"

Nicholas shrugged. "It's the alien," he half-asked, half-said.

"Yes," she confirmed. "She's likely stronger than the Hulk, she can fly, she has unconfirmed other powers, and most importantly, no weapon yet known to man has been shown to harm her severely, and even the pseudo-vibranium broke on impact and only cut her a bit." She pointed to the screen. "Her DNA could have untold scores of applications."

He looked at the large device. "You've perfected the biological printer?"

"It's five years away from consumer applications," she replied, "but first I want to see if I can replicate the alien lifeform."

That statement caught him off-guard. "But, ma'am, do we even know where her powers come from?"

"I've got insider information that says she likely gets her power from the sun," she explained. "So, some feature of her cells convert sunlight into tremendous power. I'd love to know how! It completely violates the laws of conservation of energy!"

He thought about it. "Yeah, now that you mention it," he added, "she puts out way more energy than she takes in."

"If I can unlock the secrets behind her powers, Day Work will practically _be_ the world economy. Energy generation and distribution, biotechnology, medicine, you name it, we'll have everything."

"Ophelia Day is a name that'll be taught in schools for centuries, right?"

She grinned. "I'm thinking longer than that, Nicco." She turned to him. "Now if you don't mind, I'd like to be alone to finish my work now."

* * *

Karen studied a piece of the knife that cut her with her see-through vision. She saw that the structure of the metal was unlike anything she'd ever seen before. It wasn't quite vibranium—testing done had proven that—but was, rather, a decent quality replica using available materials. She was about to get down to homework when her phone rang.

"Coulson, you know you have horrible timing, right?"

He laughed a bit. "To be fair, Karen," he replied, "we are in the world security business."

"Alright, I'll be there."

She changed into some sweat pants and a plain white shirt and took off running at super speed. In about twenty minutes, she'd travelled the six hundred miles and stood in front of Agent Coulson.

"Glad you're here," he complimented. "Problem brewing in the middle east. A S.H.I.E.L.D. strike team is pinned between two rival factions that have way too much firepower for their own good. The goal was to get a ranking double agent out of a terrorist organization but that turned out to fail."

"Alright," she said, walking into a changing room to get into costume. "This shouldn't take long, I hope."

She adjusted her costume. In a few minutes, she was airborne, covering thousands of miles of ocean in a blur. When she saw shifting sand, she used her telescopic vision and saw the target a few hundred miles ahead.

She didn't have the patience to formulate a complex strategy. The number of enemies wasn't very significant to her, as she calculated in her mind exactly where to make her entrance. This was a distraction more than a mission; she wanted this over as quickly as possible.

Impacting the sand at almost two thousand miles per hour, the shockwave got the soldiers' attention as it launched them in different directions. As the majority sputtered as they tried to pull themselves to a dizzied stand, the few to their feet first opened fire. In a blur, she knocked each one out, and ripped vehicles in half. The second group were a half kilometer ahead. She took them out quickly as well.

She landed in front of the strike team which had emerged from their cover near a sand dune. She saw a rock formation and a cave up ahead and began leading them.

"This way, guys, right?"

"Thanks, Power Girl!" The team leader said, giving a thumbs-up."

"Don't mention it," she said, walking towards the entrance.

As she got to the entrance, she heard a rumbling sound.

Just as she set a foot in, a giant fist caught her in the abdomen. It launched her a hundred meters through a sand dune and into a series of rocks.

Three Hulk-like combatants emerged from the cave. They ignored the soldiers, whose bullets annoyed them. They converged on Power Girl with brute force. As she traded blows, she noticed that unlike the terrorists, these people were white.

Her ribs began to hurt. She felt her lunch almost come up with a sharp blow to the gut. A foot shoved her face deep into a rock. She heard one take a step and she whirled around, elbowing up at his knee. She hit the kneecap with such force that it shattered, and she heard a loud, guttural scream. His distraction allowed her to push through the other two and slam a fist into his chest and drive a knee upwards. Her knee collided with his forehead and he slammed face first into the rock wall, causing it to collapse near the cave entrance onto him.

As the other two converged on her, driving rapid feet into her chest and face, she pushed forward, grabbing one's calf and flying upward. She got almost a mile in the sky when she spun him around at thousands of miles per hour and launched him skyward. She didn't have time to judge the ethics of killing or not. She adjusted her nose, broken but rapidly healing. Her white suit was spotted with blood from her torso and face. Having been caught off-guard, she'd taken far more hits than last time.

Also, she noticed they weren't building up like before. Now, they were attacking her with full strength right off the bat. The last Hulk combatant she latched onto his back and squeezed his neck as tight in a headlock as she could. He flailed around and slammed fists into her head for almost five whole minutes before passing out. When he passed out, his body shrank back to a normal person's. She collapsed to a seated position.

"Whew, fuck," she uttered, basking in the intense light as cuts became scrapes, red marks, and finally, unblemished skin. She looked at the carnage, the ripped-up scenery of crushed and broken rock formations. A full-strength attack from a Hulk had enough power to actually harm her, albeit mildly, she realized.

A soldier approached.

"Ma'am?" he said, his team congregating around her. "Our plane's engine is fubar, is that a problem?"

She shook her head, taking relaxing breaths as her vigor returned rapidly. "No," she replied. "Just give me another minute to power back up to full." She pointed to the cave. "Did you know those guys were in there?"

The team leader shook his head. "After our patrol was hit by the enemy, we were pinned between two groups," he replied. 'I guess they were just waiting." He laughed. "It's a good thing you found them and not us."

After feeling her power back at full, she carried their plane with them in it, all the way back to an American military base, and then returned to S.H.I.E.L.D., where Phil Coulson did a literal double take when he saw her.

"Wow, what happened?" Coulson exclaimed, surprised at her bloodied suit.

She shook her head. "Three of those Hulk combatants attacked me," she answered. "It was a diversion. The good news is, I managed to capture one. He can't seem to return to his Hulk form now that he'd passed out and reverted to a normal form."

"That's good news," Coulson said. He let out a mild gasp. "Also, holy shit! They actually hurt you?"

She sighed, turning to the tied-up Hulk combatant, "This one didn't have to die to shrink back to normal."

The enemy, seeing his predicament, began pleading for his life. "Please don't kill me!" he shouted. "They tested on me a different formula! I'll tell you everything!"

Agent Coulson shook his head. "No honor among thieves, I guess," he said.

"You work on him," she said, heading to the bathroom to clean up and change. "I'm going to talk to Ophelia Day."

"Remember not to get caught," he said. "You have no official cover on U.S. soil."

* * *

Ophelia Day noticed her gate's automatic sensor didn't activate when she drove up. She manually opened it, her hand reaching for the gun in her purse. She returned to her car and drove to the end of the driveway. Her front door scanner was also off. She walked slowly in her house, her gun cocked and loaded.

Her light turned on. "Hello, Doctor Day," Karen said, turning her seat around.

"Who the hell are…" Ophelia paused when the light came on. She put her gun down. It wouldn't be helpful at this point. "I should've known this was coming."

In a blur, Karen stood in front of her, about four inches taller. "Alright, this is the third time I've been attacked by people hopped up on a drug that makes them Hulk-like," she explained, "and I'm right pissed off and all the evidence points to you. So you're going to talk."

She smirked a bit. "I have to admit, turning off the cameras was a nice touch," she replied. "I assume you got all the battery-powered cameras and listening devices as well?"

"Not hard when you can see the entire electromagnetic spectrum," Karen said.

"I suppose it isn't," Ophelia replied. She walked past the tall blonde and sat down. "You came here with no jurisdiction, no right to arrest, and furthermore, no evidence of any kind. So you basically plan to intimidate me for information."

"I don't give a shit if you want to make a shitload of money selling weapons to terrorists or what," Karen said, "but this is going to stop now."

"You think what I'm doing is entirely my plan? That's rich!" Ophelia poured some scotch from a glass container. "All I do is make stuff that I sell and it makes me money. I've cracked the Hulk. Pretty soon, whoever ponies up the cash can be a Hulk. I don't decide where it goes or who uses it."

"Alright then, tell me who does. Now."

Ophelia grinned. "I don't know."

Karen hoisted her by the neck. "Look, you! I'm not playing around!"

"You think threatening me with violence will make me know something I don't?" Karen dropped her. She rubbed her neck and picked up her alcohol. "You think S.H.I.E.L.D. gives you the right to barge in wherever you want and upend international law like a child kicking over a sandcastle?" She let out a sharp breath. "Hera descends from the sky and forgets that man's law is just as strong as Zeus's thunderbolts. Go back to wherever your Olympus is. I can make your life a living hell." She lifted her phone. "Public opinion will make or break you, honey. I can weave any tale I want and if you piss me off enough, you won't have anywhere to turn."

Karen turned to leave, upset. "Let me warn you, I will discover what's going on, and you are going to pay."

Ophelia took a sip. "I won't, actually." She waited for the alien to leave, returning several dirty looks.

She finished her drink. Soon after, her phone rang. "Ma'am? We've got more blood samples," the voice said.

"Perfect," she replied. "Everything's working out. Meet me at my lab."

In less than an hour, she was back at her laboratory. Two suited men with a metallic briefcase entered and set it down on the workbench. A synchronized key turn opened it, revealing six vials of Karen's blood. "We got as much as we could that wasn't contaminated by the sand or rock," one man said. "It still isn't much."

"Three men sacrificed their lives for this," she replied. "It's more than enough."

She took the vials and put them into the sequencing mechanism of the printer. The computer scanned the DNA and began replicating the pattern. She saw the estimated wait time was nineteen hours. A knock echoed through the room. She buzzed him in.

"Doctor Day? You wanted to see me?" Nicholas said.

"Yes, Nicco," she replied. "There's going to be a product demonstration in a week's time, and I want you to be there. You've been a huge help in the technology department. Our biotech wouldn't be nearly as far ahead without you."

"Thanks, ma'am," he said. "By the way, your liaison said you had acquired more of the alien's blood, aren't you going a bit overboard at this point?"

"This isn't anything personal," she said. "I'm just in awe of what she can do. Is it that bizarre to want power like that for yourself?"

Nicholas shook his head. "No, not really." He looked to the device and saw a humanoid figure being made out of DNA and bio-material. "I'll see you around, ma'am."

"Goodbye, Nicco." She said. She looked into the chamber. "You're going to see, Power Girl," she thought out loud. "A mortal woman can ascend. I'll be a goddess; I will become Divine!"

* * *

Phil Coulson sat down in his apartment when he saw that the door was open. With his gun drawn, he crept into the room, flipping the lights on and pointing. His gun was pointing at a familiar face.

"Sorry, I had to come to you directly," Karen said. "I didn't know who I could trust."

"What did you find out?" he asked, sitting down.

"I threatened Ophelia Day, and sure enough, she's planning something big." Karen took a deep breath. "She's planning to replicate my powers, possibly me."

Coulson raised his eyebrows. "That's different," he said. "How can you trust your intel?"

"She knew about a lot of my abilities, but obviously not my super hearing," she explained. "I figured she had developed some way of detecting me, so I flew until she thought I was out of range. That's when I heard her and found her lab. She specifically talked to a group of people and got samples of my blood."

Coulson rested his face in his hands a moment. "That means after a while the arms and trafficking busts were staged so as to get an opportunity to involve you," he realized.

"Now that they've got my blood," she reasoned, "Furthermore, I think she's in cahoots with someone. Is she really the only one with a connection to these Hulk soldiers?"

"No," Coulson confirmed. "So she's working with someone, but we don't even know who. We know she's made serums, which bestow Hulk abilities on anyone, and has been supplying it to these mystery men. Thank you. Unfortunately, you're going to have to continue to be a spy."

She sighed. "I suppose I knew that," she admitted. "Well, what should I do now?"

"Get some rest," he replied. "And try not to be too suspicious."

Karen took his advice and went back to her apartment, throwing her clothes off and falling asleep as soon as she hit the bed.

Carol tried to reach her friend on the phone, but multiple times it went straight to voice mail. She hung up the phone and went back to doing her assignment. She heard a knock on her door and turned her head. "Who is it?" she asked.

"I've got some important information I need to get to Karen Starr," the male voice said. "I found your information from the data my boss has been keeping on your friend."

She crept slowly to the cupboard in the kitchen and pulled her pistol out of the jar and slinked towards the door. "Who are you?"

"Name's Nicholas Cho," he replied. "I work for Ophelia Day and I can't continue to ignore what my boss is doing."

She opened the door, moving back a few feet and pointing the gun at him. "Sit on the bed!" she ordered. "I'm searching you."

"Fine," he replied.

She felt all of the common places to hide a weapon. His pant legs had no blades or guns, nothing in his pocket except a wallet, and his shoes didn't feel oddly weighted. She sat down, still aiming the pistol. "Alright, talk," she said.

"My boss already doesn't trust me," Nicholas explained. "I believe I've been figured out, so it's imperative we get this information to whoever in the government she works for."

Carol raised an eyebrow. "How do I know you aren't out to get her?"

Somehow, he found that almost funny. "What do you think I'm going to be able to do against her? She's almost indestructible."

"Alright, but this better not be a trap." Carol dialed a number on her cellphone she hoped she never had to use. The phone rang, and a slightly impressed Coulson picked up.

"Who is this? How did you get this number?" Coulson asked, feigning ignorance.

"This is Carol Danvers, Karen's friend," she replied. "She gave me this number saying it was only for emergencies."

"She's going to have an unpleasant talking to later on," he chided. "So, Ms. Danvers, what's prompted you to call me?"

She cleared her throat. "I've got Nicholas Cho with me and he wants to talk."

"I'll be there shortly," he said.


	7. Chapter 7

CHAPTER SEVEN

Ophelia Day knew Nicholas Cho had betrayed her. She anticipated it when she heard him question her motives. Yet, she found herself too intrigued by the project she had begun. In front of her sat a chamber attached to a huge computer and a series of tanks of biological material. She had perfected something that would have made her company billions—if she intended to ever sell it.

A biological equivalent to a 3D printer sat in front of her. The readout indicated an exact replica of Power Girl had finished. The heart was beating. Due to the fact that it had no digestive bacteria, if it were a human body, it would be dead soon. However, she knew it held a secret.

She lay down in a stasis chamber she designed herself. Fluid surrounded her body as a series of scanners began analyzing the electrical current in her brain. Little by little, her consciousness would transfer into the new body. She went to sleep. The titanium-reinforced security doors locked tight.

Five hours later, her eyes opened. The chamber door opened, and the computer reacted to her awareness by turning on the solar lights.

"I've done it," she said, Karen's voice greeting her. Her body began to tingle, starting at the skin and working its way towards the center. In minutes, her entire body began to energize. She almost began to spasm as power surged into her flesh. "Errgh!" she cringed and groaned as her senses lit up.

The sounds of footfalls dozens of miles away were like cannon fire to her ears. She could see the molecular makeup of dust particulates in the air. A vast array of sights undulating across the room baffled her—until she realized she was looking at the _rest_ of the electromagnetic spectrum. Wow, she thought. No wonder Power Girl always got caught by surprise. Focusing proved difficult.

Ophelia climbed out of the chamber, careful not to break it. She examined herself in the mirror. Her naked body was the exact dimensions she calculated Power Girl's to be. She was a flawless duplicate. The only difference being the jet black hair she put in to differentiate herself. "I'm Divine," she said, examining her new form.

Her super-hearing told her S.H.I.E.L.D. had found her location based on intel likely given to them by Cho. It was rather impressive to her—she hadn't expected them to find this location in less than a day, seeing as even Cho had never seen it. She'd moved a dozen times in the last days. Now, she had plenty of options. The first thing she did was put on an outfit. A tank top with bra underneath, durable pants that had the shine of vinyl, thick boots and heavy duty fighters' gloves. The entire outfit was as black as her hair; she would be the opposite of Power Girl's bright appearance.

She loaded her gear into a shipping container and flew it hundreds of miles away. After that, she had a number of stops to go to. She hadn't gotten completely used to her powers, but that didn't matter; she would have plenty of people to test them on. The first place she wanted to stop by was a secret military storage guarded by some of the best soldiers known to the USA. It would prove to be a mild annoyance to her.

She landed a few miles away and practiced her super speed. She made it all the way into the chamber without being seen, with the minor exception of blowing the steel doors off their hinges and crushing two soldiers with her speed wake. In front of her sat the chemical she knew she needed. With a tug, the security container's shell gave way. She took a few vials and put them in her pocket, and was gone again.

The next stop she had to make was a jail in southern Louisiana. She flew at a distance of ten miles and used her see-through vision to examine the prison structure. She saw a very familiar face sitting in a cell, drawing. She punched her way through the exterior wall.

"Huh, what the hell?" A girl with a thick southern accent shouted. "What the fuck's going on?"

Ophelia looked down at the familiar white streak down the otherwise brown hair and smiled. "Anna Marie, we're getting out of here," she said. "Your aunt Ophelia sent me to get you out."

"How'd you fly through the wall?" she asked.

" _Rogue_ ," Ophelia said, "just come with me."

Rogue looked at her, suspicious. "How'd you know my nickname?"

"Your aunt told me," she replied. "You want out or not?"

Rogue held on. "Alright, sugar," she said. "I'm with you."

They flew over the countryside. "This might take a bit," Ophelia said, "because I can't fly faster than a certain speed or it might hurt you."

"Since we got time, sugar," Rogue said, "why don't you tell me what's going on?"

"Alright, I kind of lied to you," she admitted. "I'm actually your aunt Ophelia, I uploaded myself into this body. If you saw certain news outlets, you might've seen the speculation on the existence of a secret weapon that's been targeting arms runners in the last year or so. That's the person I cloned."

Rogue laughed. "Well, how the fuck do you expect me to believe that?"

"Do you remember what you told me when you were twelve and you broke a tooth on a field trip?" Ophelia explained. "You said you didn't know teeth could break."

Rogue took a deep breath. "No," she tested, "I said I didn't expect to break my teeth."

" _NO_ ," Ophelia corrected, "you said you didn't know teeth could break. Furthermore, you asked me to help you fix it and not tell anyone."

Rogue held her breath a moment. "Alright, Ophie," she said, "you got some serious explaining to do."

Ophelia smiled at the familiar nickname. "I sure will, my little Rogue."

She landed at her secret base. They walked in, and sure enough, her normal body lie resting in a stasis chamber. "This may surprise you, but a government agency has been working with an alien," she told her niece. "I made a clone of her because I wanted her powers."

"So," Rogue replied, "you busted me out of jail. Even though it's nuts, you're in the body of an alien clone." She paused a second to gather how insane it was to say it out loud. "What am I doing here?"

"I've got a present for you," Ophelia replied. "I've been working on a genetic mutagen, and after this, you won't ever have to worry about anything again."

"You sure about this?"

Ophelia set her niece down in a spare chamber. Two electrical pads connected to her forehead, and began regulating her brain patterns to induce sleep. "You'll be fine," she said.

Rogue went to sleep as the machine prepared to release the mutagen. Ophelia placed a canister in the ventilator, and the computer released the blue gas into the chamber. As the sleeping girl breathed it in, readings on the computer began to spike.

Rogue's cells began to energize. Ophelia could see a dim light coming off of her niece, and the mutagen continued to take effect. She looked over to her normal body, sleeping in the other chamber. She had a backup plan, just in case she couldn't defeat Power Girl. It wouldn't matter. Her mutagen would bring change to the world. The power locked in people's cells, and only she had figured it out. The council couldn't take this from her.

The process ended with the young girl emerging from the chamber, sparks shooting off of her with miniature bolts. Her entire body was a mass of energy. She felt stronger and in every way more powerful. "Ophie, what's this? It's like I'm a battery!"

"I've brought back the superior race of man from the dead," Ophelia said. "I've brought back the mutation that once gave certain people the power of gods."

"So, what do we do?"

"Follow me," Ophelia said, "and if I start to lose, expose Power Girl's blonde friend, Carol Danvers, to the mutagen." She showed a picture on her cell phone. "She's part of the backup plan."

Rogue shrugged. "But won't that make their side stronger?"

"This isn't about sides, dear," she replied. "Once I open this Pandora's Box, it can't be closed."

* * *

Coulson, Power Girl, and Carol Danvers all sat in a S.H.I.E.L.D. waiting room, with Nicholas Cho sipping coffee. He had spilled his guts on what he knew Ophelia Day was up to. Coulson didn't like not having complete control over a situation, and he hated it even more that a private citizen would be able to duplicate the genetics of a super-powered alien.

Nicholas Cho took a breath. "So, the obvious question is," he asked, breaking the silence, "how do we take her down?"

Power Girl, not waiting, was already in full costume. "I can tell you that's not going to be easy," she replied.

Coulson leaned against a console. "I've seen reports of you taking on people as strong as the Hulk and winning," he replied. "You've only taken injury by complete surprise, and even then, only minor."

"I've looked at your power output," Nicholas Cho said. "Where's your power source?"

Power Girl looked at him oddly. "I guess it's okay to say," she said. "The sun. My cells process solar radiation."

"We aren't going to be able to block out the sun," Coulson acknowledged. "And even if we could, it would kill millions before it would have a noticeable effect on her."

"I wonder," Nicholas interjected.

"What?" Power Girl replied.

"You said you're from a far-away planet," he added. "Did its inhabitants have powers?"

"Not on Krypton," she answered. She looked up. "Oh! I get it!"

"What?" Coulson interrupted.

"Krypton's sun is different from ours," Nicholas explained. "If they didn't have powers natively, that's likely why. If we could duplicate the effects of the native star of Krypton, we might be able to depower Ophelia Day's clone body."

An agent entered the room. "Sir!" He saluted Phil Coulson. "You wanted to hear any activity of Ophelia Day?"

Coulson perked up. "Yes! You've heard something?"

"About three hours ago," the agent explained, "a dark-haired woman broke Anna Marie, Ophelia's niece, out of a prison in southern Louisiana. Now, a woman with the same description, calling herself 'Divine,' has broken into a secret prison in Russia that doesn't officially exist."

A picture appeared on screen. Security camera footage showed a familiar, tall, dark-clad woman punching her way through Russian Special Forces guarding the location. Coulson watched closely. "So, I'm guessing we didn't come by this footage easily," he said.

"No sir," the agent replied, shaking his head.

"So, it's 'Divine,' huh?" Coulson turned to Power Girl. "You need to take the fight to her. We'll have our boys work on Nicholas's idea."

Power Girl folded her arms. "Look, it's not going to be easy just getting into a battle with myself," she said.

"We have to cut her off at the pass," Coulson replied.

She shrugged. "Alright."

She left the facility, having memorized the coordinates. Taking off, she flew higher and faster than normal to get there in minutes. It occurred to her that one of the reasons she'd been caught off-guard was that she limited herself to her human senses. If she was going to be a world-class combatant, she would have to use her full abilities. As she passed over Russian tundra, she opened her senses up fully. It almost overwhelmed her, but she managed to focus, and from everything for hundreds of miles around, she found a familiar heartbeat. She found Divine via her non-human heartbeat.

"Ophelia," she said, looking ahead to her target, hovering over a military prison. Dead guards and scattered vehicles littered the countryside. "What are you hoping to gain from this?"

"Ever since you showed up, you've radically changed the entire political landscape," she said. "Nearly every country in the world is talking about you. How the U.S. is using you as a one-person W.M.D." She grinned. "Tell me how I'm supposed to resist that temptation."

"So you're just going to kill whoever you don't like?"

Divine popped her knuckles. "Don't try and stall me," she said.

She took off at thousands of miles per hour. Karen saw her coming and put her fists forward and braced for impact. The air bent around them as their bodies slammed into each other with tremendous force. The shockwave flattened miles of snow-covered trees. Divine slammed a gloved fist into the solar plexus of her opponent. Karen felt the wind driven out of her.

She flipped over in midair from the momentum. So that, she figured, is how hard I can punch. She barely dodged a fierce haymaker. Driving a knee into Divine's chest, she hoped she could catch Ophelia off-guard, but only managed to stun her a moment. None of the Hulks' punches could compare. When Divine managed to tag her, it was a battering ram with each fist or foot. Karen drilled a kick into her foe's face, slamming her into a hill that brought tons of rock and trees down on her. The ground rumbled and the black-clad Divine roared from the debris with awesome force. Divine grabbed Karen's head and slammed her through several miles of trees, hurtling her to the ground and slamming fists into her stomach. Karen grabbed her foe's leg and pounded the knee. Divine shouted and drew back.

Karen grabbed the back of Divine's head and slammed repeated elbows into her forehead. She managed to draw blood, though the wounds healed quickly. She flashed a burst of heat vision, though the scant burn marks faded in moments. I'm not going to be able to go toe to toe with someone equal to me, she realized.

Karen heard a whistling sound and pushed Divine aside at the last moment before a hellfire missile struck the dark-haired clone. Ophelia flew backwards before righting herself in midair and zapped the wings off a fighter jet with heat vision. "No!" Karen took off after the pilot, his plane plummeting towards certain death in the trees. She heard Divine closing in behind her, and whirled around and kicked her into the trees. With seconds to spare, she caught the shell of the plane and flew it to safety.

"This is pointless!" Karen argued. "We're both on guard, and none of us can harm the other."

Ophelia hovered close. "It seems God cannot destroy herself after all," she taunted.

Karen shook her head. "Damn it! My people are dead! There's nothing god-like about us!"

"You have all this power," Ophelia countered, "and what? You expand the United States foreign policy. There's so much more you could do!" She shook her head. "I'm not going to waste this potential." She shot a heat beam at Karen, and took off in the opposite direction.

Karen tried to catch up, but the head start meant she was staring at Divine from a distance the whole way back to the United States. As they flew over cities, countryside, and across many time zones, she figured out why Ophelia had led her on this chase. The whole Russian base had been a lie; it was a means to test her powers.

A second figure flew up and slammed a glowing fist into Karen's chest. It hurt, but not as much as the blow to her forehead that came from Divine's knee.

Oh shit, Karen thought, swinging at one and getting tagged by another. This was the tipping point. She could not handle both women at once. The second assailant, was Rogue.

"You're not taking my aunt away, sugar," she yelled, her eyes glowing as she kicked and launched photonic blasts at Karen.

She grabbed Rogue and slammed her into Divine. She flew away at top speed, hoping to get away. She knew a losing fight when she saw one.

Unfortunately, Divine and Rogue were catching up. Pumping all her effort into flight, she managed to gradually put distance between them. As she attempted to flee, Rogue gave her aunt a boost which allowed Divine to tackle Power Girl to the ground and through several acres of forest and through several buildings. They had landed near an Air Force base and warning sirens began to go off. In a desperate attempt to move the fight, Karen attempted a flying shoulder tackle.

Rogue's interference ended up launching them into a hill, crumbling tons of rock onto Divine and Power Girl. Karen zoomed backward as hellfire missiles struck her opponent. The Kryptonian clone emerged from the smoke unharmed and shot eye beams, downing several of the drones.

Karen shot forward, slamming both feet into Divine's face, throwing her backward. Rogue swarmed in and delivered several blows to the chest and face. Power Girl retaliated with a knee to the gut and a kick to the chest.

Ophelia came roaring back with force and crushed two large boulders against Karen's head. Next came a dizzying flurry of punches. Rogue zoomed in for a double team, but got struck by a hellfire and launched backward. Divine looked up to the source. The look on her face caused Karen to rush backward.

Coulson, in a helicopter, threw a switch, and a brilliant red spotlight shone on Divine. At once, Ophelia's Kryptonian body felt heavy and weak. "Now!" Coulson said, throwing the switch to off.

As Ophelia felt her power returning, Karen slammed an elbow into her forehead. The blow felt much harder than the love taps of before, dizzying her and disrupting her balance. She lost consciousness after another shot.

"No!"

Karen looked, just in time for a glowing fist to knock her flying. Rogue flew up, eyes glowing, anger dripping from her gritted teeth. "You won't take my aunt away from me!"

"Your aunt has committed acts of terrorism," Karen said, dodging fists. "Not to mention, look up."

Rogue looked up.

A missile collided with her chest, knocking her backward.

Power Girl dove forward for the knockout.

Rogue shot a photonic beam at her. Power Girl dodged the blast. She realized a moment too late it was a distraction.

Swinging at the spot Rogue was, she saw the southern girl zoom towards the helicopter. As Karen looked up, she saw Carol was the pilot. The angry girl dug into the windshield and tore it off. Her eyes met with the pilot for just a moment.

Rogue cracked a tablet in her mouth and spat a mist at Carol, who immediately began convulsing.

"Dammit!" Power Girl grabbed at air as Rogue dove behind her and gave a kick. Driven by anger, Karen spun around and slammed fists into each side of Rogue's head. "What did you do! WHAT!"

A fist to the gut preceded an elbow to the face. Karen angrily beat on her opponent, who reeled from the tremendous force. Even with her powers, Rogue could not withstand the blows of an angry Kryptonian at her present power.

Coulson pulled the twitching Carol, who was rapidly changing skin color to a pale gray and slightly blue, away from the console and landed the helicopter successfully. "Watch her!" he said to Nicholas. Stepping out, he approached Karen slowly. "Karen! You've done your job! She's out!"

Power Girl dropped the unconscious Rogue. She leapt over to her friend. "Carol!" She held her friend's head. "What happened?"

"She's still alive," Nicholas told her, "but whatever Rogue spat at her's put her in a coma."

Coulson got on the radio. "We've got two downed enemies, both empowered, possibly awake any minute," he said. "Containment, please respond."

A voice on the other end picked up. "Phil?" Max said. "Maxwell Lord of containment and cleanup. We've heard you. Will be on site as soon as possible."

"How are we going to take care of this?" Nicholas said.

"Don't worry," Coulson replied. "Agent Lord's got his containment team on it. We've never had a situation he couldn't control."

"The first thing we ought to do," Karen said, "is make sure we transfer Ophelia back into her normal body. We can't have her piloting a clone of me."

"I managed to pinpoint a possible location of her secret base," Nicholas said. "There's a sixty-mile circle in which her base might be located."

Karen looked at his laptop and memorized the location. "Got it," she replied. She put the two in the helicopter and Coulson buckled himself and Nicholas up. Using her super speed, she knew she could get there in minutes. She just hoped her friend could hang on.

After zooming across hundreds of miles, she hovered high above the ground and used her vision powers to see the entire area at once. Her concentration taxed her to the limit, but she found a building lined with lead, disguised as a natural formation. She landed and ripped the door off.

Nicholas quickly got to work after Karen loaded Divine into one of the stasis pods next to the computer. "Dammit, this is a lot harder than it looks," he said. "There's multiple redundant lockouts in place."

Coulson approached. "What's the problem?"

Nicholas broke through one and fought another. "I'm trying to defeat her lockout. Fortunately, I think I'm smarter than she is."

After a grueling five minutes of modifying configuration files, Nicholas broke through the final defense and accessed the modification panel. He marveled at the screen. "Wow, she actually made it easy to use," he said, typing commands. "It's user friendly."

"She must've been planning on selling it at some point," Coulson added.

"Yeah, any company that has body modification technology like this would corner the medical field," Karen said.

"This should do it," Nicholas said, entering an execute command. The lights dimmed as Divine went to sleep and Ophelia slowly woke up.

"You let me out of here!" she yelled, pounding on the Plexiglas.

Coulson opened the chamber and she almost leapt to her feet, pouncing on him. He spun her around and pinned her to the floor. "You're under arrest for terrorist acts, and several counts of border violations, not to mention your pals that've been paying for all this."

"Forget her," Karen said to Nicholas Cho. "Is this thing connected to the problem with Carol?"

"It appears the mutagen is meant to activate certain genetics, which is why Carol was targeted," he replied. As Karen put her in the chamber, the computer went to work. "Some people have certain genetics that are not activated, and Ophelia must've had some plan for her."

"Can we reverse it?"

Nicholas shook his head. "No," he replied. "But, I believe I can stabilize it." He typed away. The chamber went to work, analyzing and modifying the genetic structure.

In a few minutes, the chamber opened. "Carol!" Karen said, embracing her friend.

"Oh god, Karen!" Carol shouted. "I felt like I was dying!"

As her friend grabbed the back of her neck, Karen felt her life draining out of her. Her breath held in her chest; power was being sucked out of her body. She could see no one attacking her. Somehow, the only answer was her friend. "Carol, let go," Karen uttered, weakly.

After Carol embraced her friend, suddenly, she felt powerful. Her wounds felt like nothing. She felt lighter than air and charged with energy. Suddenly, her mood shattered when she saw her friend turning slightly blue. She let go instantly. She held her hands away from her friend. Her eyes flashed, and at once she saw through her hands and clear to the outside. A heat materialized in the back of her eyes, and two solid beams of heat shot out, blasting a hole in the roof before she shut her eyes. "What's happening!" she shouted.

"Somehow, you've leeched some of my power by touching me," Karen said.

"Oh Christ, make it stop!" Carol said, her ears blaring with sounds from miles around her.

Nicholas read the computer data. "It appears the mutagen gave her the ability to steal some of a person's life force, and with it, their powers. It's going to go away in about ten minutes, though. Apparently, the duration of the touch is what matters."

About twenty minutes later, a S.H.I.E.L.D. team arrived. A dark suited gentleman slightly taller and younger than Phil Coulson walked forth, directing agents to cuff Ophelia Day. An injection kept Rogue subdued while the clean-up crew took care of the debris and the equipment. "Nice to see you, Phil," the agent said. "Looks like we've got ourselves quite a mess."

Coulson shook his hand. "Hey, Max," he said. "Thank you for this. Good to see you again."

Max turned to Karen. "So, this is the help we've been getting I've been hearing so much about," he said. He shook her hand. "I'm in charge of the clean-up division, we come in after a strike has been conducted and gain control of all the remains and the situation."

Carol turned to her friend. "Karen, are we done yet? I'd like to go home and get some sleep."

"Yeah," Max replied. "You girls go on home. We'll take care of this."

"What else do you need from me?" Coulson asked.

"You know what? We've got this under control," Max replied. "You just file your report and I'll take care of the rest."

Coulson smiled and nodded as he headed for the exit. "You're the best," he said. "I'm taking tomorrow off."

With Phil Coulson gone, Max went outside and faced the two women in cuffs in the back of the carrier. Rogue was asleep. "Ophelia, you should have been more damn careful," he said.

She looked odd at him. "You weren't on the council," she said. "Who the hell are you?"

"The council's done," Max replied. "I'm going on my own now, and your niece is going to help me."

Ophelia jerked against her bonds. "You leave my Rogue alone!"

"I'm taking good care of Anna Marie," he replied. "Just relax."

Ophelia found herself sleepy. "How're…you doing…this?"

He smiled as he leaned back against the wall of the helicopter. "Wouldn't you like to know," he said, telepathically.

* * *

Carol and Karen landed on the roof of the apartment building. They followed to Carol's apartment. Laughing the entire time, they joked about the events of the past week. "Man," Carol said. "I can't believe it. Aliens, clones, mutant powers, how could all this be real?"

Karen shook her head. "I don't know," she replied. "I know your abilities are fading, but we've gotta do this again sometime, teach you how to use my powers."

Carol looked at her hands. "Geez, I can't even touch people without hurting them," she said. "Well, I guess I'll have to get used to it. Maybe some gloves."

"I'm going to go home and get some sleep. See you tomorrow at school."

Carol smiled. "Thank God for afternoon classes. If I get up before eleven I'm going back to bed."


	8. After Credits

[AFTER CREDITS SCENE]

Rogue came to. She jerked to a seated position and saw she was in a reinforced room with her hands and legs chained and a suited man seated across from her. She went to rip the binds, and found she couldn't move. "How ya doing this?" she uttered.

"That's a secret," Maxwell Lord replied. "Anyway, this is not your normal S.H.I.E.L.D. facility. This is a secret base where 'difficult' prisoners are dealt with. We have lots of privacy. Not even some of the higher ups know about this. Phil Coulson certainly doesn't."

Rogue huffed. "So, you're going to use me as a weapon? Or torture me?"

"When you say, 'use as a weapon,' you've got a right and a wrong idea," Max explained. "When Coulson and Nick Fury found Power Girl, they couldn't resist the temptation to use her as a fix-all. So while they believed they were keeping her secret, everyone under the sun in the underworld knew what was going on." He leaned over the table. "You're not a weapon, we're both weapons. You're going to be helping me. We are a unit."

"I'm guessin' you're doing some kind of mind thing," Rogue replied, "so, _boss_ , I guess I don't got a lot of say in the matter."

"Aw, don't be like that," he said. "I'm not going to sexually do anything, so just feel grateful. Actually, I'm going to need more than your help. We're going to need Carol Danvers as well."

Rogue tilted her head. "What's she good for? My aunt didn't say nothing."

Max shook his head. "No." He showed a graph. "Your power of flight, strength, durability, and energy blasts is great, but it's a one-trick pony. Your aunt saw her genetics; she holds the key to power duplication. We need that."

"How do ya propose I do that, sugar?"

"That's not going to be hard," he replied. "Our friend Karen Starr is going to take care of that for us."

*Carol Danvers, Rogue, and Power Girl will return*

*THE END*


End file.
